Cumulative deferral

If Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement, any Distribution validly deferred pursuant to this Condition 4(e) shall constitute “Arrears of Distribution”. The Issuer may, at its sole discretion, elect to (in the circumstances set out in Condition 4(e)(i)) further defer any Arrears of Distribution (and, if applicable, any Additional Distribution Amount) by complying with the foregoing notice requirements applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times or to the extent of the amount with respect to which Distributions and Arrears of Distribution can or shall be deferred pursuant to this Condition 4(e) by complying with the foregoing notice requirements except that this Condition 4(e)(iv) shall be complied with until all outstanding Arrears of Distribution have been paid in full.

Dividend Stopper

If Dividend Stopper is specified as being applicable in the applicable Pricing Supplement and on any Distribution Payment Date payment of Distributions (including Arrears of Distributions and Additional Distribution Amounts) scheduled to be made on such date is not made in full by reason of this Condition 4(e), the Issuer shall not:

(A) voluntarily declare or pay any discretionary dividends, Distributions or make any other discretionary payment (including any intercompany loans or advances in lieu of any discretionary dividends) on, and will procure that no discretionary dividend, Distribution or other discretionary payment is made on:
(I) if this Perpetual Note is a Senior Perpetual Note, any of its Junior Obligations; or
(II) if this Perpetual Note is a Subordinated Perpetual Note, any of its Junior Obligations or Parity Obligations; or

(B) voluntarily redeem, repurchase, reduce, cancel, buy-back or acquire for any consideration:
(I) if this Perpetual Note is a Senior Perpetual Note, any of its Junior Obligations; or
(II) if this Perpetual Note is a Subordinated Perpetual Note, any of its Junior Obligations or Parity Obligations; or

in each case, other than (x) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants, (y) in relation to a payment, repurchase or redemption of Parity Obligations, where such payment, repurchase or redemption is made on a pro rata basis with a repurchase or redemption of the Subordinated Perpetual Notes, or (z) as a result of the exchange or conversion of its Parity Obligations for Junior Obligations, unless and until the Issuer (aa) (if Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) has satisfied in full all outstanding Arrears of Distribution (and, if applicable, any Additional Distribution Amounts); (bb) (if Non-Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) a redemption of all the outstanding Perpetual Notes in accordance with Condition 4(e) has occurred, the next scheduled Distribution has been paid in full, or an Optional Distribution equal to the amount of a Distribution payable with respect to the most recent Distribution Payment Date that was unpaid in full or in part, has been paid in full; or (cc) is permitted to do so by an Extraordinary Resolution of the Noteholders, and/or as otherwise specified in the applicable Pricing Supplement.

If Issuer Call is specified in the applicable Pricing Supplement, the Issuer may, having given:
(i) not less than 15 nor more than 30 days’ notice to the Noteholders in accordance with Condition 13; and
(ii) not less than 15 days before the giving of the notice referred to in (i) above, notice to the Fiscal Agent and, in the case of a redemption of Registered Perpetual Notes, the Registrar;

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Perpetual Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with Distribution accrued to (but excluding) the relevant Optional Redemption Date (including any Arrears of Distribution and any Additional Distribution Amount). Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement.

Optional Redemption Date(s): The First Reset Date and each Distribution Payment Date falling thereafter

First Reset Date: 17 May 2026